GNC PARENT CORPORATION

Transcription

1 NOT FILED WITH SEC FORM 8-K EQUIVALENT This Form 8-K Equivalent is being prepared pursuant to a requirement contained in the Indenture, dated as of November 21, 2006, governing GNC Parent Corporation s Floating Rate Senior PIK Notes due 2011 Date of Report (Date of earliest event reported): February 8, 2007 GNC PARENT CORPORATION Delaware (State of incorporation) (I.R.S. Employer Identification Number) 300 Sixth Avenue Pittsburgh, Pennsylvania (Address of principal executive offices) Company s telephone number, including area code: (412)

2 Item 1.01 Entry into a Material Definitive Agreement. On February 8, 2007, GNC Parent Corporation, a Delaware corporation (the Company ), entered into an Agreement and Plan of Merger (the Merger Agreement ) with GNC Acquisition Holdings Inc., a Delaware corporation ( Parent ), and GNC Acquisition Inc., a Delaware corporation and wholly owned subsidiary of Parent ( Merger Sub ). Pursuant to the terms of the Merger Agreement, Merger Sub will be merged with and into the Company, and as a result the Company will continue as the surviving corporation and wholly owned subsidiary of Parent (the Merger ). Parent is owned by an affiliate of Ares Corporate Opportunities Fund II, L.P. and Ontario Teachers Pension Plan Board (collectively, the Funds ). Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding share of common stock of the Company will be cancelled and converted into the right to receive an amount per share calculated based upon the Total Enterprise Value (as defined in the Merger Agreement) of $1.65 billion, subject to certain adjustments. Following the execution of the Merger Agreement, the stockholders of the Company approved and adopted the Merger Agreement and approved the Merger by unanimous written consent dated February 8, Completion of the Merger is subject to customary conditions to closing, including the expiration or termination of the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The obligations of Parent and Merger Sub to complete the Merger are not conditioned on the receipt of financing. The Company and Parent may terminate the Merger Agreement under certain circumstances. The Merger Agreement provides that, in the event that the Company terminates the Merger Agreement because Parent has not received the financing necessary to complete the Merger after the expiration of the time period set forth in the Merger Agreement, and Parent and Merger Sub are not otherwise in breach of their obligations under the Merger Agreement and all of the conditions to the Merger Agreement would otherwise be satisfied, then Parent is required to pay a termination fee in an aggregate amount equal to 3.5% of Total Enterprise Value. The Merger Agreement further provides that, in the event that the Company terminates the Merger Agreement upon a breach by Parent or Merger Sub that would give rise to a failure of a condition to close and such breach is not curable within the time period set forth in the Merger Agreement, Parent is required to pay the Company a termination fee equal to 7% of Total Enterprise Value, provided that the Company is not otherwise in material breach of the Merger Agreement. Each Fund has executed a separate, limited guaranty in respect of one-half of such termination fees to the extent payable by Parent under the Merger Agreement. The Company has made customary representations and warranties in the Merger Agreement and agreed to certain customary covenants, including covenants regarding operation of the business of the Company and its subsidiaries prior to the closing. The description of the Merger Agreement contained herein does not purport to be complete. On February 9, 2007, the Company and the Funds issued a joint press release to announce the signing of the Merger Agreement. The description of the press release contained herein does not purport to be complete and is qualified in its entirety by reference to the press release, a copy of which is attached as Exhibit 99.1 and is incorporated herein by reference. Item 9.01 Financial Statements and Exhibits. (d) Exhibits Joint Press Release of GNC Parent Corporation and affiliates of the Funds, dated February 9, 2007.

3 SIGNATURE Pursuant to the requirements of the Indenture dated as of November 21, 2006, among GNC Parent Corporation, as Issuer, and LaSalle Bank National Association, as Trustee, the undersigned has duly caused this Form 8-K Equivalent Report to be signed on its behalf by the undersigned thereunto duly authorized. Dated: February 9, 2007 GNC PARENT CORPORATION By: /S/ MARK L. WEINTRUB Mark L. Weintrub Senior Vice President and Chief Legal Officer

4 EXHIBIT INDEX Exhibit No. Description 99.1 Joint Press Release of GNC Parent Corporation and affiliates of the Funds, dated February 9, 2007.

5 Exhibit 99.1 ARES MANAGEMENT LLC & ONTARIO TEACHERS PENSION PLAN TO ACQUIRE GNC Pair Purchasing The Largest Global Specialty Retailer of Health and Wellness Products Los Angeles, CA. February 9, 2007 The private investment groups of each of Ares Management LLC ( Ares Management ) and the Ontario Teachers Pension Plan announced today that they have signed a definitive agreement to acquire GNC Parent Corporation, the parent company of General Nutrition Centers, Inc. ( GNC or the Company ), which is currently controlled by an affiliate of Apollo Management, L.P. ( Apollo ). The total enterprise value for the transaction is $1.65 billion, subject to certain adjustments. GNC, headquartered in Pittsburgh, Pa., is the largest global specialty retailer of nutritional products, vitamin, mineral, herbal and other specialty supplements and sports nutrition, diet and energy products. GNC has more than 4,800 retail locations throughout the United States (including more than 1,000 franchise and 1,200 Rite Aid store-within-a-store locations) and franchise operations in 46 international markets. The Company which is dedicated to helping consumers Live Well also offers products and product information online at For the 12 months ending September 30, 2006, the Company generated sales of approximately $1.5 billion. We are excited to once again be partners with Teachers Private Capital in this transaction and are looking forward to working with GNC s senior management team. GNC is a market-leading retail platform that will be a terrific addition to our existing investment portfolio of retail and consumer product companies, said David Kaplan, a Senior Partner at Ares Management. Furthermore, we share management s vision for the Company and believe that the business is well positioned for future growth. Jim Leech, Senior Vice-President of Teachers Private Capital agreed, adding: The opportunity to acquire GNC, a leading retailer of health and wellness products, complements our growing portfolio of consumer brands. We are excited to work with the Company s strong management team and Ares Management to continue to grow the brand. Commenting on the new ownership, Joe Fortunato, GNC s President and CEO, said, We are looking forward to our partnership with Ares Management and Teachers Private Capital. Their strong, committed financial sponsorship will allow GNC to continue its track record of growth and partnership with our franchisees, customers and suppliers. Andy Jhawar, a Senior Partner at Apollo added, We would very much like to thank Joe Fortunato, the rest of the management team and the employees of GNC for their efforts over the last several years. GNC is a terrific company with one of the best brand names in the industry and we know that GNC will be in great hands with its new owners. Apollo, through certain of its affiliates, owns approximately 97.0% of the shares of common stock of GNC and, according to the terms of the GNC Stockholders Agreement, is entitled to vote 100% of the common stock. Apollo voted today to approve the merger and the merger agreement.

6 Ares Management and Teachers Private Capital were represented by Proskauer Rose LLP. GNC was represented by Gardere Wynne Sewell LLP as lead counsel and by Morgan Lewis LLP as special counsel. Goldman, Sachs & Co. and J.P. Morgan Securities Inc. are also serving as financial advisors to GNC. About Ares Management Ares Management is a private investment firm with approximately $12 billion of assets under management. Founded in 1997 Ares Management specializes in managing assets in both the private equity and leveraged finance markets. Ares Management s private equity activities are conducted through the Ares Corporate Opportunities Funds ( ACOF ). ACOF s retail and consumer product portfolio companies include National Bedding Co. (Serta), Samsonite Corp., Orchard Supply Hardware Stores Corp., Maidenform Brands, Inc and Anchor Blue Retail Group, Inc. Ares Management s leveraged finance activities in the U.S. and Europe are conducted through its capital market group and its management of Ares Capital Corporation (NASDAQ: ARCC), a publicly traded business development corporation. Ares Management's expertise enables the firm to structure investments to meet the specific needs of companies rather than the less flexible demands of the public markets. The firm has over 150 employees and offices in Los Angeles, New York and London ( About Ontario Teachers Pension Plan Teachers Private Capital is the private investment arm of the US$85 billion Ontario Teachers Pension Plan, an independent corporation responsible for investing the fund and administering the pensions of Ontario s 264,000 active and retired teachers. With more than US$12 billion in assets, Teachers Private Capital is one of North America s largest private investors, providing capital for large and mid-cap companies, infrastructure assets as well as venture capital for developing industries. It has completed a number of major retail and consumer product transactions, including Shoppers Drug Mart Corporation, Easton-Bell Sports, Samsonite Corp., National Bedding Co. (Serta) and Doane Pet Care. Other notable private investments include Yellow Pages Group, Maple Leaf Sports & Entertainment and Alliance Laundry Holdings. ( About Apollo Management, L.P. Apollo is a private investment partnership that manages a pool of investment capital on behalf of a group of institutional investors and the principals of Apollo. Apollo has invested in excess of $16 billion of equity since its inception in Apollo is currently in the process of investing its sixth corporate fund, Apollo Investment Fund VI, L.P., which effectively has capital of approximately $11.6 billion. In addition, Apollo has had several highly successful partnerships with management teams operating retail and consumer-oriented businesses in the past, including investments in Linens n Things, General Nutrition Centers, AMC Entertainment, Ralphs Grocery Company, Dominick s Supermarkets, Inc., Zale Corporation, Rent-A-Center, Inc. and Proffitt s Department Stores. Forward-Looking Statements Certain statements in this press release, including but not limited to those relating to the proposed transaction with Ares Management and Teachers', constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of GNC to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Statements preceded by, followed by or that otherwise include the words "believes", "expects", "anticipates", "intends", "projects", "estimates", "plans", "may increase", "may fluctuate" and similar expressions or future or conditional verbs such as "will", "should", "would", "may" and "could" are generally forward-looking in nature and not historical facts. Any statements that refer to expectations or other characterizations of future events, circumstances or results are forward-looking statements. Various factors that could cause actual results to

7 differ materially from those expressed in such forward-looking statements include but are not limited to risks associated with uncertainty as to whether the transaction will be completed, the failure of either party to meet the closing conditions set forth in the merger agreement, the extent and timing of regulatory approvals and the risk factors discussed from time to time by GNC in reports filed with the Securities and Exchange Commission (the "SEC"). In light of these risks, uncertainties, assumptions and factors, the forward-looking events discussed in this press release may not occur. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date stated, or if no date is stated, as of the date of this press release. Important assumptions and other important factors that could cause actual results to differ materially from those in the forward looking statements are specified in GNC's filings with the SEC. GNC undertakes no obligation to release any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events unless required by law. Contacts: Ontario Teachers Pension Plan Deborah Allan, Director, Communications or For Ares Management: Mendel Communications Bill Mendel, or GNC Parent Corporation Steven Nelson,